Transfer of Convertible Notes Sample Clauses

Transfer of Convertible Notes. If all or a portion of the Convertible Notes is transferred by the Investor, then the Company shall have the option to repurchase a number of shares of Series C Preferred Stock that are held by the transferring Investor after the transfer of the Convertible Notes equal to the following, if a positive number (the “Transfer Repurchase Shares”): (i) the quotient of the aggregate principal amount under the Convertible Notes retained by the transferring Investor after the Convertible Notes transfer divided by the aggregate principal amount of the Convertible Notes held by the transferring Investor immediately prior to the Convertible Notes transfer, multiplied by (ii) the number of shares of Series C Preferred Stock held by the transferring Investor immediately prior to the Convertible Notes transfer, and subtracting from such amount (iii) the number of shares of Series C Preferred Stock held by the transferring Investor immediately after the Convertible Notes transfer. Such repurchase option shall be exercised by the Company by delivering written notice to the Investor and by delivering to the transferring Investor a check in the amount of the aggregate Repurchase Price for the Transfer Repurchase Shares. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of such Transfer Repurchase Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the Transfer Repurchase Shares
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Transfer of Convertible Notes. 11.1 Subject to this Condition 11, Convertible Notes are fully transferable. 11.2 Convertible Notes may only be transferred by: (a) a written transfer instrument in any usual or common form; or (b) any other form approved by the Directors. 11.3 A written transfer instrument must be forwarded for registration to the address of the Registrar on which Noble’s Notes are recorded accompanied by the Note Certificates (in any) for the Convertible Notes to be transferred and such other evidence as the Directors of the Company may require to prove: (a) the title of the transferor, or Noble’s right to transfer the Convertible Notes; (b) the due execution of the transfer; and (c) the due compliance with the provisions of any relevant statute relating to stamp duties; and if satisfied with such evidence and that the transferor has otherwise complied with this Condition 11, the Company will register the transfer and recognise the transferee as Noble entitled to the amount of Convertible Notes comprised in the transfer. 11.4 A written transfer instrument must be: (a) executed by the transferor; (b) executed by the transferee; and (c) in the case of a transfer of partly paid Convertible Notes, be endorsed or accompanied by an instrument executed by the transferee or by the transferee’s broker to the effect that the transferee agrees to accept the Convertible Notes subject to the terms and conditions in which the transferor held them, to become a noteholder and to be bound by this Deed. 11.5 Subject to the Act, the written transfer instrument may comprise two or more documents. 11.6 Subject to the transfer of the Convertible Notes the transferor will indemnify the Company in the event the transferee defaults for non payment of any Principal Monies on any Convertible Note. 11.7 A transferor of Convertible Notes remains the holder of the Convertible Notes transferred until the transfer is registered and the name of the transferee entered in the Register in respect of the Convertible Notes. A transfer of Convertible Notes does not pass the right to any interest payable in the Convertible Notes until such registration. 11.8 Despite anything contained elsewhere in this Condition 11, the Directors of the Company may in their absolute discretion refuse to register any transfer that is not in accordance with Condition 11.2 and 11.9 No instrument of transfer will be registered by the Company during any period when the relevant Register or any transfer books relating thereto is clo...
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Transfer of Convertible Notes. Between the date of this Agreement and the earlier of: (i) the termination of this Agreement and (ii) the Effective Time, each Noteholder agrees that it shall not, directly or indirectly, by operation of Law or otherwise, sell, contract to sell, give, assign, xxxxx x Xxxx on, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to (collectively, “Transfer”), all or any portion of its Convertible Notes or any interest therein, other than to the Company, unless the transferee thereof (a) executes a Joinder Agreement, in form and substance reasonably acceptable to the Company, whereby such transferee agrees (1) to become a party to this Agreement and (2) to be fully bound by the terms, and subject to all of the conditions, of this Agreement as though an original party (the “Joinder Agreement”) and (b) delivers the Joinder Agreement to an officer of the Company, which delivery is acknowledged in writing by such officer. Any Transfer by a Noteholder in violation of this Section 2.4 shall be deemed void ab initio.
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Transfer of Convertible Notes. (a) Subject to clause 2.4(b), Convertible Notes may be transferred subject to the Holder complying with any pre-emptive rights provisions of the Constitution in the same manner and to the same extent as if the transfer of the Convertible Notes was a transfer of Shares. Unless otherwise agreed by the Company, the Holder may not transfer Convertible Notes to any person (Transferee) unless: (i) the transfer is for the Holder’s entire holding of Convertible Notes issued under clause 2.1(a); (ii) the Transferee executes a deed of accession in a form acceptable to the Company pursuant to which the Transferee agrees to be bound by this agreement; and (iii) the Transferee is party to the Shareholders’ Agreement or executes a deed of accession in a form acceptable to the Company pursuant to which the Transferee agrees to be bound by the Shareholders’ Agreement. (b) The transfer of a Convertible Note will be effective once this is noted in the Convertible Note Register. Subject to compliance with clause 2.4(a), the Company will ensure that the Convertible Note Registrar notes any such transfer in the Convertible Note Register at the earliest reasonable opportunity after receiving written evidence (which is satisfactory to the Convertible Note Registrar, acting reasonably) of the transfer of the Convertible Note.
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Transfer of Convertible Notes. The Sellers shall have transferred and assigned to the Purchasers, in accordance with Section 3.05 of the Indenture dated January 24, 2007, the Convertible Notes, attached hereto as Exhibit C.
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Related to Transfer of Convertible Notes

  • Reservation of Conversion Shares The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Manner of Converting Shares Each share of CenterState common stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. Each share of common stock of Charter owned directly by CenterState, Charter or any of their respective subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time, and each share of Charter common stock that is remitted to Charter prior to the Effective Time for purposes of repaying amounts owed by the CharterBank Employee Stock Ownership Plan to Charter, shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. Each share of common stock of Charter issued and outstanding immediately prior to the Effective Time (other than shares described in the immediately preceding paragraph), shall be converted into the right to receive (i) 0.738 shares (the “Exchange Ratio”) of CenterState common stock (the “Stock Consideration”) and (ii) $2.30 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”), and cash in lieu of any fractional shares. CenterState shall pay or cause to be paid to each holder of a fractional share of CenterState common stock, rounded to the nearest one-hundredth of a share, an amount of cash (without interest and rounded to the nearest whole cent) determined by multiplying the fractional share interest in CenterState common stock to which such holder would otherwise be entitled by the average closing price of CenterState common stock as reported on the NASDAQ Stock Market for the twenty (20) consecutive trading days ending on the trading day immediately prior to the later of (i) the day on which the last required regulatory approval for consummation of the Merger is obtained without regard to any requisite waiting period, or (ii) the date on which Charter stockholders approve the Merger (the “CenterState Average Stock Price”). If the number of shares of CenterState common stock or Charter common stock issued and outstanding prior to the Effective Time shall be increased or decreased as a result of a stock split, stock combination, stock dividend, recapitalization or similar transaction, with respect to such stock, and the record date therefor shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to CenterState and Charter.

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Manner of Conversion The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Additional Rights of Holders of Transfer Restricted Securities In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transferred Restricted Securities shall have all the rights set forth in the Registration Rights Agreement dated as of the date of the Indenture, between the Company and the party named on the signature pages thereof (the "Registration Rights Agreement").

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

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